Multi-level marketing activities in Vietnam under the provisions of Decree No. 137/2026/ND-CP

I. Definition of multi-level marketing activities

1. Business under the multi-level method is a business activity using a network of participants consisting of multiple levels and branches, in which participants enjoy commissions, bonuses, and other economic benefits from their own business results and those of others in the network.

2. Multi-level selling enterprise is an enterprise that has been granted a multi-level selling activity registration certificate by a competent authority to organize business activities under the multi-level method in accordance with the provisions of this Decree.

3. Multi-level selling participant is an individual who enters into a multi-level selling participation contract with a multi-level selling enterprise.

4. Senior distributor refers to multi-level selling participants at the three highest levels, positions, or titles in the network of multi-level selling participants of the enterprise in Vietnam at a given time, or multi-level selling participants who enjoy commissions, bonuses, and other economic benefits of 01 billion VND or more in the immediately preceding fiscal year.

II. Objects of business under the multi-level method

1. Business activities under the multi-level method shall only be performed for goods. All business activities under the multi-level method with objects other than goods are prohibited, except where otherwise provided by law.

2. Goods traded under the multi-level method do not include the following types:

a) Goods being drugs; medical devices; types of veterinary drugs (including aquatic veterinary drugs); pesticides; chemicals, insecticidal and germicidal preparations for restricted use and prohibited use in household and medical fields and hazardous chemicals;

b) Digital content products.

III. Conditions for registration of multi-level selling activities

1. An organization registering for multi-level selling activities must satisfy the following conditions:

a) Being an enterprise established in Vietnam in accordance with the provisions of law and having never had its multi-level selling activity registration certificate revoked;

b) Partners of a partnership, owners of a sole proprietorship or a single-member limited liability company, members of a limited liability company with two or more members, shareholders of a joint-stock company, legal representatives, and managers of the enterprise have never held one of the above roles at a multi-level selling enterprise whose multi-level selling activity registration certificate or multi-level selling organization registration certificate has been revoked;

c) Having made an escrow deposit at a commercial bank or a branch of a foreign bank in Vietnam in accordance with the provisions of Clause 2, Article 50 of this Decree;

d) Having a multi-level selling participation contract template, operational rules, compensation plan, and basic training program that are clear, transparent, and consistent with the provisions of law on the management of business activities under the multi-level method;

đ) Having an information technology system to manage the network of multi-level selling participants and a website to provide information about the enterprise and its multi-level selling activities;

e) In case the organization registering for multi-level selling activities is an enterprise with foreign investors or a foreign-invested economic organization as the owner, member, or shareholder, all such foreign investors or foreign-invested economic organizations must have at least 03 consecutive years of actual business experience under the multi-level method in a country or territory worldwide.

2. An enterprise registering for multi-level selling activities must prepare an application file for issuance of a multi-level selling activity registration certificate in accordance with Article 10 of this Decree and be responsible for the legality of the file.

IV. Multi-level selling activity registration certificate

1. A multi-level selling activity registration certificate shall be valid for 05 years from the date of issuance.

2. A multi-level selling activity registration certificate shall be made in 02 original copies, 01 copy given to the registering enterprise and 01 copy kept at the Ministry of Industry and Trade, except where the file is processed through the National Public Service Portal.

3. A multi-level selling activity registration certificate includes the following contents: Enterprise name; enterprise registration certificate/investment registration certificate information (if any): Enterprise code, place of issuance, date of first issuance, date of most recent change; head office address, telephone number, fax number (if any), website, email; legal representative information: full name, nationality, identity card/citizen identification card or passport information, position, current residence.

V. Application file for issuance of multi-level selling activity registration certificate

The application file for issuance of a multi-level selling activity registration certificate includes the following documents (with the enterprise's confirmation stamp):

1. 01 application form for issuance of a multi-level selling activity registration certificate according to Form No. 01 in Appendix I issued with this Decree.

2. 01 copy of the Enterprise Charter.

3. 01 list of entities mentioned in Point b, Clause 1, Article 8 of this Decree, including personal identification information (Citizen ID card or Identity Card, Identity Certificate), passport information for individuals with foreign nationality, information on the number and date of enterprise registration in case of an enterprise, accompanied by copies of passports and legal residence papers issued by competent Vietnamese authorities for foreigners permanently residing in Vietnam; copies of passports for foreigners not permanently residing in Vietnam; copies of legal documents on the establishment of the organization in case of a foreign organization.

4. 01 set of documents related to the multi-level selling activities of the enterprise, including: a) Multi-level selling participation contract template; b) Compensation plan; c) Basic training program; d) Operational rules.

5. 01 list of goods traded under the multi-level method of the enterprise, including information: Name, category, origin, packaging specifications, selling price, and converted reward points corresponding to the selling price, time of application.

6. 01 copy of the escrow deposit confirmation document.

7. 01 technical explanation document on the information technology system for managing the network of multi-level selling participants that satisfies the provisions of Article 44 of this Decree, which must include the following basic information: a) Server IP address and physical server location; b) Operation mechanism of the system, including information describing the system structure, data input, output and storage mechanisms, and data administration methods; c) Information under Article 44 of this Decree.

8. Documents proving that the enterprise has a website satisfying the provisions of Article 45 of this Decree.

9. Documents proving the fulfillment of the conditions prescribed in Point e, Clause 1, Article 8 of this Decree, in case the enterprise has foreign investors or foreign-invested economic organizations as owners, members, or shareholders.

10. A business license with the content of licensing the exercise of retail distribution rights, including retail activities under the multi-level method, in case the enterprise has foreign investors or foreign-invested economic organizations as owners, members, or shareholders.

VI. Termination of multi-level selling activities

1. Cases of termination of multi-level selling activities:

a) The multi-level selling activity registration certificate expires without being extended in accordance with Article 15 of this Decree;

b) The enterprise voluntarily terminates its multi-level selling activities;

c) The multi-level selling activity registration certificate is revoked by a competent authority.

2. Upon termination of multi-level selling activities, the multi-level selling enterprise has the following responsibilities:

a) Notify in writing to the Provincial People's Committee, publicly post at the head office, branches, representative offices, and business locations, and announce on the homepage of the enterprise's website;

b) Terminate and liquidate multi-level selling participation contracts and resolve the interests of multi-level selling participants in accordance with the law on management of multi-level selling activities;

c) Complete obligations according to decisions on sanctioning administrative violations in business activities under the multi-level method.

VII. Order and procedures for termination of multi-level selling activities

1. In case an enterprise voluntarily terminates multi-level selling activities:

a) The notification file for termination of multi-level selling activities includes: Notification of termination of multi-level selling activities according to Form No. 07 in Appendix I issued with this Decree;

b) Order and procedures for termination of multi-level selling activities: The enterprise submits the notification file for termination of multi-level selling activities to the Provincial People's Committee; In case the file does not satisfy the provisions of Point a of this Clause, the Provincial People's Committee shall issue a notice of amendment or supplement within 05 working days from the date of receipt of the file. The time limit for amendment or supplement is 15 working days from the date of receipt of the notice. In case the enterprise does not amend or supplement the file within the time limit or the enterprise's file does not satisfy the provisions, the Provincial People's Committee shall notify the return of the file to the enterprise in writing, clearly stating the reason for the return. Within 05 working days from the date of receipt of a valid notification file for termination of multi-level selling activities, the Provincial People's Committee shall issue a document confirming the receipt of the notification file, notify the Ministry of Industry and Trade and Provincial People's Committees nationwide by one of the methods prescribed in Clause 5, Article 11 of this Decree, and announce it on the website of the Provincial People's Committee. In case of receiving feedback from organizations or individuals that the multi-level selling enterprise has not completed its responsibilities as prescribed in Clause 2, Article 17 of this Decree, the Provincial People's Committee shall notify the enterprise for resolution and notify the Provincial People's Committee where the file was received and the Ministry of Industry and Trade.

2. In case an enterprise terminates multi-level selling activities due to the expiration or revocation of the multi-level selling activity registration certificate: (The procedures are similar to the voluntary termination case mentioned above, with a specific timeframe: Within 07 working days from the date the certificate expires or is revoked, the enterprise is responsible for submitting the notification file).

VIII. Multi-level selling activities in localities

A multi-level selling enterprise is considered to have multi-level selling activities in a locality if it falls into one of the following cases:

1. The enterprise has its head office, branch, representative office, or business location performing functions related to multi-level selling activities in the locality.

2. The enterprise organizes conferences, seminars, or training on multi-level selling in the locality.

3. The enterprise has multi-level selling participants whose current residence is in the locality or who perform marketing and selling activities under the multi-level method in the locality.

IX. Registration of multi-level selling activities in localities

1. Multi-level selling enterprises are responsible for performing registration procedures at the Provincial People's Committee and are only allowed to organize multi-level selling activities after receiving written confirmation of multi-level selling activity registration from that Provincial People's Committee.

2. In case there is no head office, branch, representative office, or business location in the locality, the multi-level selling enterprise is responsible for appointing an individual as a focal point to work with local state management agencies. The local focal point of the multi-level selling enterprise must satisfy the following conditions:

a) Having a current residence in the locality;

b) Not falling into the cases prescribed in Point a, Clause 2, Article 28 of this Decree;

c) Having knowledge test results that meet requirements in accordance with Article 39 of this Decree;

d) Being authorized by the enterprise to work and provide information and documents related to the enterprise's multi-level selling activities in the locality upon request by the state management agency in charge of business under the multi-level method.

X. Dossiers, order, and procedures for registration of multi-level selling activities in localities

1. The dossier for registration of multi-level selling activities in a locality includes: a) Registration form for multi-level selling activities in the locality according to Form No. 08 in Appendix I issued with this Decree; b) In case there is no head office, branch, representative office, or business location in the locality, the enterprise shall provide information and documents related to the local focal point, including: personal identification information or information accompanied by a copy of the passport in case of a foreigner; judicial record information; documents proving that knowledge test results meet requirements; 01 letter of appointment clearly specifying the scope of work, rights, and obligations of the parties.

2. The enterprise submits the registration dossier to the Provincial People's Committee where it intends to operate.

3. Within 05 working days from the date of receipt of a complete and valid dossier, the Provincial People's Committee shall send the enterprise a written confirmation of multi-level selling activity registration in the locality according to Form No. 09.

XI. Conditions for multi-level selling participants

1. A multi-level selling participant must be an individual with full civil act capacity as prescribed by law and residing in Vietnam.

2. Multi-level selling enterprises shall not sign multi-level selling participation contracts with persons in the following cases:

a) Persons serving prison sentences or having criminal records for crimes of manufacturing or trading in counterfeit goods, manufacturing or trading in prohibited goods, deceitful advertising, cheating customers, fraud for appropriation of property, abuse of trust for appropriation of property, illegal possession of property, or crimes of violating regulations on business under the multi-level method;

b) Foreigners who do not have work permits in Vietnam issued by competent authorities associated with the enterprise they participate in for multi-level selling, except where they are not subject to work permit issuance as prescribed by law;

c) Participants previously sanctioned for violations of the Law on Protection of Consumers' Rights and Article 5 of this Decree whose period for being considered as not yet having been administratively handled has not expired;

d) Individuals who held management/owner roles at enterprises whose multi-level certificates were revoked;

đ) Cadres, civil servants, professional officers, and soldiers in the People's Army or Public Security.

XII. Escrow deposit

1. An escrow deposit is a sum of money to guarantee the performance of the multi-level selling enterprise's obligations toward multi-level selling participants and the State.

2. The enterprise is responsible for opening an escrow account and depositing an amount equivalent to 5% of its charter capital but not lower than 20 billion VND (twenty billion VND) at a commercial bank or a foreign bank branch in Vietnam.

3. The escrow deposit shall be frozen by the bank during the entire period of the enterprise's operation and may only be withdrawn or used with the written consent of the Ministry of Industry and Trade.

4. Multi-level selling enterprises are entitled to interest on the escrow deposit and are allowed to withdraw interest from the escrow deposit.

XIII. Withdrawal of escrow deposit

An enterprise may withdraw its escrow deposit in the following cases:

a) The Ministry of Industry and Trade refuses to grant a multi-level selling activity registration certificate;

b) The enterprise terminates its multi-level selling activities and has completed its responsibilities;

c) The enterprise has made an escrow deposit at another bank or branch.

XIV. Dossiers, order, and procedures for withdrawal of escrow deposit

1. After a period of 60 working days from the date the Provincial People's Committee issues a document confirming the receipt of the notification file for termination or from the date the decision to revoke the certificate takes effect and all responsibilities have been completed, the enterprise may submit an application for withdrawal of the escrow deposit to the Ministry of Industry and Trade.

2. The dossier includes: An application form and a list of participants up to the time of termination.

3. Within 30 working days from the date the Ministry of Industry and Trade posts the information, if there are no complaints from participants or authorities, the Ministry shall issue a document allowing the enterprise to withdraw the escrow deposit.

The full text of Decree 137/2026/ND-CP can be viewed here.